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                                                                 EXHIBIT 10.116

                                   [RCI LOGO]

                          OWNERS ASSOCIATION AGREEMENT

        This OWNERS ASSOCIATION AGREEMENT ("Agreement") is made and entered
into at Indianapolis, Indiana, by and between RESORT CONDOMINIUMS
INTERNATIONAL, INC., an Indiana corporation having offices and its principal
place of business at One RCI Plaza, 3502 Woodview Trace, Indianapolis, Indiana,
U.S.A. ("RCI"),                           , an owners association comprised of
the owners of Timeshare Interests at the Resort, having its principal place of
business at 4310 Paradise Road, Las Vegas, Nevada 89109-6597, ("Association").

                                    RECITALS

A.  RCI makes available the RCI Exchange Program to individuals who purchase or
acquire Timeshare Interests in RCI Affiliated Resorts.

B.  Association represents owners of Timeshare Interests at the resort
project(s) described as follows: Name, location and street address of each
Resort project affiliated hereby:
        (use additional sheets if necessary)





C.  Association has submitted to RCI an Application for Affiliation, a copy of
which is incorporated by reference herein in its entirety, and desires the
Resort to become an RCI Affiliated Resort, and for Association to offer to
Purchasers and owners of Timeshare Interests in the Resort the opportunity to
become RCI Members and to be eligible to participate in the RCI Exchange
Program.

D.  RCI desires the Resort to become an RCI Affiliated Resort and for
Association to perform services and duties associated with the RCI Exchange
Program in accordance with the terms and conditions of this Agreement.

        NOW THEREFORE, in consideration of the mutual covenants and obligations
contained in this Agreement, the parties hereby agree as follows:

                            ARTICLE I -- DEFINITIONS

        For the purposes of this Agreement, the terms listed below shall,
unless the context otherwise requires, bear the following meanings:

1.1     APPLICATION FOR AFFILIATION:  The Association's Application for Resort
Affiliation, including any attachments thereto, which is required to be
submitted by Association to RCI in connection with this Agreement.

1.2     CONFIRMED EXCHANGE:  RCI's written or oral notification to the Resort
and RCI Member or Exchange Guest that accommodations at the Resort or another
resort have been reserved for use by the RCI Member or Exchange Guest.

1.3     ENROLLMENT APPLICATION:  The form of application from time to time
prescribed by RCI for the enrollment of Purchasers in the RCI Exchange Program.

1.4     EXCHANGE GUEST(S):  Person(s) who have received a Confirmed Exchange to
the Resort from RCI.

1.5     MARKS:  Those trademarks set forth below, or other trademarks as may be
included and licensed by RCI to Association from time to time.
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1.6     PRESALE:  That status where the Resort or a Unit at the Resort is under
construction, renovation or refurbishment and is considered by RCI to be not
ready for occupancy by an Exchange Guest(s).

1.7     PROSPECTIVE PURCHASER:  Prospective purchasers of a Timeshare Interest
or other interest at the Resort or any other RCI Affiliated Resort.

1.8     PURCHASERS:  Persons who purchase Timeshare Interests in the Resort,
including persons who are already RCI Members at time of purchase.

1.9     RCI AFFILIATED RESORTS:  Resorts subject to resort affiliation
agreements with RCI, including those resorts described in Recital B.

1.10    RCI EXCHANGE PROGRAM:  RCI's program of facilitating the exchange of
Timeshare Interests.

1.11    RCI PROCEDURES MANUAL:  Any manual(s) of policies and/or procedures for
Associations as published and amended by RCI from time to time.

1.12    RCI SUBSCRIBING MEMBERS OR RCI MEMBERS:  Purchasers whose Enrollment
Applications are accepted by RCI and who comply with the Terms and Conditions
of RCI Membership.

1.13    RCI SUBSCRIPTION FEE:  The annual fee from time to time payable by RCI
Members in respect of RCI's directory, magazine(s) or other publications and
such other benefits incident to the subscription.

1.14    RCI TERMS AND CONDITIONS:  Those terms and conditions of RCI membership
contained in RCI's Endless Vacation Special Resort Edition magazine as amended
from time to time by RCI in its discretion.

1.15    RESELLERS:  Any brokers, marketers, marketing companies or management
companies engaged by Association.

1.16    RESORT:  The resort project(s) or other lodging or vacation
accommodation(s): (1) described in Recital B and (2) all subsequent buildings or
phases of the resort project(s) or other lodging or vacation accommodation(s)
which meet RCI standards.

1.17    TIMESHARE INTERESTS:  Possessory, occupancy or usage rights in
timeshare resorts or other lodging or vacation accommodation(s), whole-owner
condominiums or similar vacations ownership plans.

1.18    UNIT:  A unit of accommodation of movable or immovable property
designed for separate occupancy in connection with the use of a Timeshare
Interest.

                   ARTICLE 2 -- RCI'S DUTIES AND OBLIGATIONS

2.1     PROVIDE EXCHANGE PROGRAM.  RCI shall make the RCI Exchange Program
available to RCI Subscribing Members and perform its functions with respect to
the RCI Exchange Program in accordance with its obligations under this
Agreement, the RCI Terms and Conditions of Membership and the RCI Procedures
Manual.

2.2     PROCESS ENROLLMENT APPLICATIONS.  RCI shall process, promptly and
fairly, Enrollment Applications and will notify Association if RCI rejects an
Enrollment Application.

2.3     FEES.  If an Enrollment Application is rejected by RCI or is canceled
by the Purchaser as a result of the Purchaser's cancellation or recission of a
contract to purchase a Timeshare Interest, RCI will refund fees previously
remitted to RCI which correspond to such rejected or canceled Enrollment
Application in accordance with the procedures set forth in the RCI Procedures
Manual.

2.4     MATERIALS.  RCI, will provide to Association a sufficient quantity of
forms as required by RCI to administer the RCI Exchange Program at no charge.
Association may order and shall pay RCI's published rates for additional
materials such as the Endless Vacation Special Resort Edition, the RCI
Disclosure Guide to Vacation Exchange and other materials to distribute as may
be required by law.

                     ARTICLE 3 -- ASSOCIATION'S OBLIGATIONS

3.1     ENROLLMENT APPLICATION AND FEES.  If Association or its Resellers offer
Timeshare Interests in the Resort to Purchasers or Prospective Purchasers, it
agrees it shall on a weekly basis and no later than thirty (30) days after a
Purchaser's date of purchase:

        3.1.1   submit to RCI a fully completed Enrollment Application for each
                new Purchaser;

        3.1.2   pay to RCI in a form acceptable to RCI and without setoff or
                deduction, a sum equal to the number of Purchasers since the
                last payment was made multiplied by the applicable fee(s)
                required for each Purchaser; and

        3.1.3   submit a sales report in a form prescribed by RCI.

3.2     PROMOTION OF EXCHANGE PROGRAM.  Association shall, in a manner that
complies with the terms of this Agreement and the RCI Procedures Manual,
promote RCI and the RCI Exchange Program to owners of Timeshare Interests in
the Resort.  Such efforts shall include but not be limited to:

        3.2.1   distributing or arranging for the distribution of the Endless
                Vacation Special Resort Edition magazine to all new Purchasers
                at the Resort;

        3.2.2   making the Endless Vacation Special Resort Edition magazine and
                Enrollment Applications available to all Purchasers and owners
                of Timeshare Interests in the Resort; and

        3.2.3   encouraging continued membership in the RCI Exchange Program.


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3.3     MINIMUM PERFORMANCE REQUIREMENT.  Association acknowledges that if its
enrolled membership is not more than one hundred (100), it is not economically
viable for RCI to maintain the Affiliation, and this Agreement is likewise
terminable at the sole option and discretion of RCI upon sixty (60) days notice
to Association.

3.4     PHOTOGRAPHS, NAMES AND LOGOS.  Association agrees to provide to RCI at
least two (2) photographs or representative images of the Resort.  Association
agrees that these images, along with the name(s) and logo(s) of the Resort, are
for non-exclusive use by RCI or its licensees, at RCI's sole discretion, for
the promotion of the RCI Exchange Program.  Association represents and warrants
to RCI that: (a) Association owns, has acquired or licensed the trademark and
copyright rights in and to such images, names and logos and (b) Association has
obtained, and has on file at its office, releases or consents from or for every
person, entity or thing as may be required by law or otherwise for the
reproduction of each such photograph or image as contemplated herein.  Further,
Association hereby releases, discharges and agrees to indemnify and hold RCI
harmless from and against any and all liability, demand, claim, cost, expense,
loss or damage (including attorneys' fees) caused by or arising from the
reproduction and distribution of such images or use of such images, names or
logos.  This indemnification and hold harmless provision shall survive the
termination of this Agreement for all applicable statutes of limitation.

3.5     MANAGEMENT DUTIES.  Association agrees:

        3.5.1   on RCI's request, to promote new services and benefits provided
                by RCI to RCI Members;

        3.5.2   to perform services and other duties associated with the
                operation of the RCI Exchange Program in accordance with the RCI
                Procedures Manual and other materials furnished to it by RCI
                from time to time;

        3.5.3   to maintain high qualitative and managerial standards throughout
                the Resort (including maintenance of an efficient and effective
                reservations system) and in particular to maintain high
                standards of hospitality, service, cleanliness, maintenance and
                appearance and a comprehensive maintenance program;

        3.5.4   to operate its business in a commercially reasonable fashion
                that will enable it to meet its obligations;

        3.5.5   to honor all Confirmed Exchanges at the Resort;

        3.5.6   to provide all RCI Members and Exchange Guests with the services
                and facilities referred to in the Application for Affiliation
                and this Agreement;

        3.5.7   to provide all RCI Members and Exchange Guests with the same
                rights and privileges at the same rates afforded generally to
                Purchasers at the Resort;

        3.5.8   to act in a reasonable and co-operative manner to satisfy any
                complaints;

        3.5.9   to the extent permissible by law, to submit to RCI upon RCI's
                request, not to exceed once annually, a report containing the
                name, current billing address and current ownership information
                for each Purchaser at the Resort.  This report shall be current
                as of one month prior to the date such report is submitted to
                RCI;

        3.5.10  not to require Exchange Guests staying at the Resort to attend
                a sales presentation;
        
        3.5.11  to collect any bed tax, transient occupancy tax or other local
                rate tax or charge on use or occupancy of the Resort's
                accommodations from owners of the Timeshare Interests at the
                Resort, unless the imposition of such tax is precluded by law,
                in which case to collect the applicable taxes from Exchange
                Guests;

        3.5.12  to provide RCI with Certificates of Insurance reflecting: (1)
                those property and casualty coverages in effect as described in
                Section 5.3.3 and (2) naming RCI as an additional insured under
                such general liability policy as required by Section 5.3.3; and

        3.5.13  to inform RCI before the appointment or replacement of any
                management and/or maintenance company relating to the Resort
                (whose appointment shall not, for the avoidance of doubt, affect
                the Association's obligations of management and maintenance of
                the Resort).

3.6     CHANGE IN INFORMATION.  Association agrees to immediately notify RCI of
any change in any information set forth in the Application for Affiliation or
of any other fact or circumstances affecting the operation of the RCI Exchange
Program with respect to the Resort.

3.7     NON-INTERFERENCE.  During the term of this Agreement and following its
termination, Association shall not in any manner:

        3.7.1   encourage any Purchaser or any other timeshare owner or RCI
                Member, to modify, amend, rescind, contravene or cancel their
                RCI membership;

        3.7.2   encourage any owners association, club, developer or RCI
                Affiliated Resort to modify, amend, rescind, contravene or
                cancel its affiliation agreement with RCI; or

        3.7.3   interfere or facilitate interference in any respect with the
                contractual relationship between RCI (including any RCI
                subsidiary, parent, associated or affiliated company or other
                entity in which RCI or its principal holds a controlling
                ownership interest) and any party contracting with RCI.

3.8     NON-DISCLOSURE.  During the term of this Agreement and after its
termination, Association agrees that it shall not use for its own benefit
(other than as permitted under this Agreement) or disclose to any third party,
directly or indirectly, any information with respect to: (a) the terms of this
Agreement or this Agreement's prior drafts or documents used in this Agreement's
negotiations, (b) any proposals produced by RCI and distributed to Association,
(c) any RCI proprietary information (including but not limited to any trade
secrets, any confidential business information not readily available to the
general public, or any confidential information regarding the operation of the
RCI Exchange Program) to which it may be privy, (d) RCI membership numbers or
exchange activity of any RCI Member or


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Exchange Guest, or (e) the names, addresses or telephone numbers of RCI
Members.  However, disclosure of the terms of this Agreement may be permitted
where such disclosure is required by law, provided that Association gives RCI
at least twenty (20) days written notice prior to such disclosure.
Notwithstanding the above, Association agrees that direct or indirect
disclosure of any of the above information to any other exchange company,
timeshare or vacation ownership developer or timeshare owners association is
expressly prohibited by this Section under any circumstances.

3.9     DENIAL OF ACCESS.

        3.9.1   If Association fails to honor a Confirmed Exchange into the
                Resort or if an Exchange Guest is otherwise denied access to a
                unit at the Resort for which that Exchange Guest has a Confirmed
                Exchange, then Association shall immediately and at its own
                expense secure alternative accommodations of similar size and
                quality for the same time period for the Exchange Guest and
                shall reimburse RCI for any costs incurred by RCI in connection
                with such failure to honor the Confirmed Exchange or such denial
                of access.

        3.9.2   Neither Association nor RCI shall have any obligation to secure
                alternate accommodations for an Exchange Guest arriving at the
                Resort during an interval other than that for which the Exchange
                Guest has been confirmed by RCI.

                    ARTICLE 4 -- RELATIONSHIP OF THE PARTIES

4.1     REPRESENTATION OF RELATIONSHIP.  Association shall fully and accurately
describe the RCI Exchange Program and Association's relationship with RCI to
Prospective Purchasers, Purchasers and owners of Timeshare Interests in the
Resort.  To this end, Association:

        4.1.1   shall not misrepresent in any way the RCI Exchange Program to
                Purchasers, Prospective Purchasers or owners of Timeshare
                Interests in the Resort, nor make any representation which could
                lead to any confusion on the part of any Purchaser, Prospective
                Purchaser or owner of Timeshare Interests in the Resort as to
                the RCI Exchange Program or the services and benefits offered in
                connection therewith;

        4.1.2   shall deliver, in writing and in easily readable print, and
                prior to the execution of any contract for purchase, the
                following or substantially similar language to Prospective
                Purchasers or Purchasers:

                RCI conducts an exchange program made available to purchasers at
                this resort.  No joint venture, partnership or contract of
                agency exists between RCI and the owners association of this
                resort; however the owners association of this resort is a party
                to an agreement with RCI through which the owners association
                submits applications on behalf of purchasers to become members
                of RCI's Exchange Program.  RCI's responsibility for
                representations concerning the RCI Exchange Program is limited
                to those representations made in materials supplied by RCI.
                While it is anticipated that the owners association of this
                resort and RCI will maintain an ongoing relationship, there is
                no assurance that the agreement between the owners association
                of this resort and RCI will continue.  Similarly, RCI makes no
                representations as to the continued viability of this resort.
                Your decision to purchase should be based primarily upon the
                benefits to be gained from ownership and use of your timeshare
                interests in the resort and not upon the RCI Exchange Program.

        4.1.3   shall not amend, summarize, change or modify any material
                supplied by RCI without RCI's prior written consent, or delete,
                alter or obscure any proprietary notice or legend contained
                thereon.

        4.1.4   shall not use the name, photograph or image of any other RCI
                Affiliated Resort or any other resort or hotel in any material
                to be used in a sales presentation.  Further, those names,
                photographs and images may not be used in any other manner
                without obtaining the prior written consent of: (a) RCI, (b) the
                owner of such other RCI Affiliated Resort or other resort,
                hotel, or other lodging or vacation accommodation (c) the owner
                of the copyright in the photograph or image, and (d) any other
                person whose permission is legally required to use such name,
                photograph or image.  SEE ATTACHED ADDENDUM

        4.1.5   shall not offer the RCI Exchange Program as an investment, in
                conjunction with the sale of a security, through an emphasis on
                any profit or appreciation, or in connection with any rental
                pool; and

        4.1.6   shall not promote the RCI Exchange Program or other services
                available from RCI as the main or principal reason for purchase
                of any Timeshare Interest nor represent Association's
                affiliation to the RCI Exchange Program as a warranty or
                indication of the Association's or Resort's status or condition.

4.2     ACKNOWLEDGEMENT.  Association acknowledges that:

        4.2.1   RCI has the right to accept or reject any Enrollment
                Application submitted to it; and

        4.2.2   It shall have each Purchaser at the Resort who chooses not to
                become an RCI Member acknowledge in writing that he understands
                that he does not become an RCI Member unless an appropriate
                Enrollment Application is tendered to and accepted by RCI and
                the appropriate fees are received by RCI.


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4.3     APPOINTMENT OF RESELLERS.  Association will insure that Resellers do
not make any representations related to RCI or the RCI Exchange Program in
connection with the sale of Timeshare Interests in the Resort unless and until
the Association requests and receives RCI's approval to sublicense to the
particular Reseller(s) the right to use the RCI Marks and RCI materials for the
sole purpose of promoting the RCI Exchange Program and obtaining RCI Enrollment
Application Forms on the Association's behalf.  RCI will grant such approval
only upon fulfillment of the following conditions:

        4.3.1   Association gives RCI at least thirty (30) days prior written
                notice of its intent to engage the Reseller for the above
                purposes;

        4.3.2   Association provides RCI with its thirty (30) day notice a copy
                of its proposed agreement with the Reseller, which agreement
                shall contain the same trademark provisions as contained in this
                Agreement, including but not limited to those in Section 4.3.5
                and Article 6 herein;

        4.3.3   Association provides RCI with its thirty (30) day notice a
                Reseller's Acknowledgement in the form required by RCI from time
                to time;

        4.3.4   Association acknowledges and agrees that RCI may, at any time
                during the thirty (30) day notice period referred to above: (a)
                request additional information regarding the Reseller from
                Association; and (b) refuse at its sole discretion to grant
                Association's request for approval to sublicense to Reseller the
                right to use the RCI Marks and RCI materials for the sole
                purpose of promoting the RCI Exchange Program and obtaining RCI
                Enrollment Application Forms on the Association's behalf.  If
                notice of refusal from RCI is not given during such thirty (30)
                day period, Association may grant the Reseller a sublicense as
                described herein;

        4.3.5   Association acknowledges and agrees that immediately on
                termination of this Agreement, the Reseller shall cease using
                RCI Marks and RCI materials, cease promoting the RCI Exchange
                Program, and further cease obtaining RCI Enrollment Application
                Forms.  Association shall notify all Resellers in writing of
                such termination and Association shall collect all RCI
                materials, all materials bearing one or more of the RCI Marks,
                and all RCI Enrollment Application Forms held by or on behalf of
                all Resellers. Association agrees that it will promptly notify
                RCI in writing of the Reseller's cessation of the previously
                authorized activities and will certify to RCI that it has
                collected all such materials from the Reseller.  Association
                shall be liable to RCI for all acts or omissions of the
                Reseller arising out of any such failure to timely cease such
                activities and any damages which RCI may suffer as a result of
                Reseller's activities following termination will be covered
                under the Association's obligation to indemnify RCI as set forth
                in this Agreement.

        4.3.6   Association acknowledges and agrees that, RCI, in addition to
                any other rights it may enjoy under this Agreement hereby
                reserves the right to require termination of the Reseller in the
                event Reseller engages in any act or omission which would
                constitute a breach of this Agreement if committed by
                Association.

4.4     RESPONSIBILITIES OF ASSOCIATION.  Association acknowledges and agrees
that, the appointment of Resellers notwithstanding, it is and remains at all
times directly and primarily responsible for (a) the submission to RCI of RCI
Enrollment Applications and fees; (b) the content and correctness of RCI
Enrollment Applications; (c) all acts or omissions or Resellers; and (d)
ensuring that any and all Resellers fully comply with the terms of this
Agreement.

          ARTICLE 5 -- ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES

5.1     ACKNOWLEDGEMENTS.  Association acknowledges and agrees that:

        5.1.1   it will offer the RCI Exchange Program only to Purchasers or
                owners of Timeshare Interests in the Resort(s) identified in
                Recital B;

        5.1.2   it will not offer the RCI Exchange Program to Purchasers or
                owners of Timeshare Interests at any other resort without
                entering into a separate Agreement with RCI for such resort or
                adding such resort to this Agreement by Addendum;

        5.1.3   RCI memberships are available to natural persons, and if a
                Timeshare Interest is purchased by a corporation, partnership or
                other business entity, RCI membership must be in the name of the
                natural person authorized by such entity to utilize the
                purchased Timeshare Interest;

        5.1.4   through the RCI Exchange Program, RCI has the right to confirm
                any individuals into Units at the Resort which have been
                deposited with RCI provided, however, such Exchange Guests
                comply with the rules and regulations of the Resort;

        5.1.5   the RCI Terms and Conditions, including but not limited to the
                services and benefits provided by RCI to RCI Members, exchange
                privileges, the practices, procedures and priorities for
                effecting exchanges and the fees payable by RCI Members govern
                the relationship between RCI and RCI Members, and may be changed
                by RCI from time to time in its discretion;

        5.1.6   the use of RCI Guest Certificates is personal to RCI Members and
                no commercial use of RCI Guest Certificates may be made by
                Purchasers, Association, or any or Association's officers,
                directors, employees, sales representatives, brokers or agents;

        5.1.7   RCI has the right to inspect the Resort and the sales records of
                Association with respect to the Resort upon reasonable notice
                and during regular business hours;

        5.1.8   Association shall not assign or sublicense any or all or its
                rights under this Agreement to any person without RCI's prior
                written approval and any such attempted assignment of sublicense
                shall be null and void;

        5.1.9   RCI may assign its rights and duties under this Agreement or any
                Enrollment Application or agreement with an RCI Member in which
                case this Agreement shall remain in full force and effect; and


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        5.1.10  except for sales in the ordinary course of business to
                Purchasers for use other than a commercial use, it will not
                transfer any interest in the Resort unless the transferee agrees
                to be bound by the terms and conditions of this Agreement in the
                same manner as the Association hereunder.

5.2     ACKNOWLEDGEMENT OF RELATIONSHIP.  Association hereby acknowledges that:

        5.2.1   it has no power to bind RCI in any manner;

        5.2.2   Association and Resort are independent and outside the control
                of RCI and that nothing in this Agreement creates a relationship
                of agency, employment, partnership or joint venture between RCI
                and the Association;

        5.2.3   the product(s) of Association (including but not limited to
                Timeshare Interests) are separate and distinct from the services
                offered through the RCI Exchange Program; and

        5.2.4   it is not relying on RCI or the RCI Exchange Program for the
                sale of its product(s).

5.3     REPRESENTATIONS AND WARRANTIES.  Association represents and warrants to
RCI that:

        5.3.1   the statements made by it in the Application for Affiliation are
                not misleading and are true and correct in all material respects
                and that all the facilities referred to in the Application for
                Affiliation will be available to Exchange Guests in the manner
                described in the Application for Affiliation;

        5.3.2   it owns or has the legal right to convey Timeshare Interests to
                Purchasers;

        5.3.3   it maintains with a reputable insurer property and casualty
                insurance to cover loss or damage to the Resort, as well as
                general liability insurance naming RCI as an additional insured
                in an amount sufficient to cover its risk;

        5.3.4   it has thoroughly examined the RCI Exchange Program as set forth
                in the RCI Procedures Manual and other materials furnished to it
                by RCI and that it is familiar with the operation of the RCI
                Exchange Program; 

        5.3.5   except as previously disclosed in writing to RCI, there is no
                litigation, proceeding, claim, complaint, investigation or
                similar action pending or threatened against it which would
                materially and adversely affect the performance of its
                obligations or the continued operation of the Resort;

        5.3.6   by entering into this Agreement, it will not be in breach of the
                provisions of any other agreement, lease, charter, by-law or any
                other instrument or obligation;

        5.3.7   it is in compliance with all applicable laws, rules and
                regulations; and

        5.3.8   the execution of this Agreement has been duly authorized by all
                necessary actions, the persons executing this Agreement are
                authorized to do so and this Agreement constitutes its legal and
                binding obligation.

The representations and warranties contained herein are of a continuing nature,
and unless otherwise disclosed to RCI in writing, shall be considered reaffirmed
by Association with each submission of Enrollment Applications.

                            ARTICLE 6 -- TRADEMARKS

6.1     LICENSE.  Upon the terms and conditions of this Agreement, and the
policies and procedures established by RCI from time to time governing the use
of the Marks, RCI grants to Association a non-exclusive license to use the
Marks only on and in connection with its services in promotion the RCI Exchange
Program, submitting Enrollment Applications of Purchasers at the Resort to RCI,
and coordinating activities and performing services associated with the
operation of the RCI Exchange Program at the Resort.  Association shall not use
or permit use of the Marks, in whole or in part, on or in connection with any
other business, including but not limited to travel related services, financing
services, reservation services, resort management services or resort rental
enterprises.  Except as expressly provided herein at Section 4.3, Association
shall not permit or authorize any other person or entity or any kind to use the
Marks in any manner.

6.2     ACKNOWLEDGEMENT.  Association acknowledges that: (a) RCI is the owner
in the Unites Sates and various other countries of the Marks, and (b) RCI has
the right to exclude others from using the Marks or any variant or combination
of the Marks determined to be confusingly similar to the Marks.  Association
shall not register or attempt to register the Marks or any other trademark or
tradename confusingly similar to one or more of the Marks in its own name or
that of any person or entity.  Further, Association shall not contest to the
validity of the Marks or any registration of the Marks by RCI.

6.3     QUALITY AND CONTROL.  RCI has the right to control all uses of the
Marks.  Association agrees to maintain such quality standards for its services,
in connection with which the Marks are used, equal to the quality of services of
RCI.  Association may use the Marks on its promotional materials, advertising
and owner communications only as prescribed by RCI policies and procedures in
the RCI Procedures Manual and other materials furnished to Association from time
to time.  Association agrees to comply with all requests of RCI with respect to
the appearance and use of the Marks, including any requests to change the form
or style of the Marks. Association shall at all times consistently use the Marks
so as to ensure that RCI's rights are adequately preserved.  Association agrees
to promptly submit to RCI one copy of all printed or visual material bearing one
or more of the Marks for prior written approval.  RCI reserves the right to
withdraw approval should it be determined, in RCI's sole discretion, that such
materials misrepresent or do not accurately reflect RCI or the RCI Exchange
Program. Association shall not do anything itself, or aid or assist any other
party to do anything which would infringe, violate, damage, dilute, harm or
contest the rights or RCI in and to the Marks.  In addition, Association
confirms that all use of the Marks by it or any of its approved sublicensees
shall inure to RCI's benefit.  Association shall at any time execute any
documents reasonably required by RCI to confirm RCI's ownership of all rights in
and to the Marks.


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                      ARTICLE 7 -- TERMINATION & REMEDIES

7.1     GENERAL RIGHTS OF TERMINATION.  Either party may terminate
participation in this Agreement:

        7.1.1   In the event of a breach of any of the terms, conditions,
                covenants, representations or warranties contained in this
                Agreement, following written notice to the other party stating
                the grounds for such termination, unless the breaching party
                cures the asserted breach to the reasonable satisfaction of the
                party giving such notice within thirty (30) days of the date of
                notice;

        7.1.2   Immediately by giving the other party written notice if the
                other party commits a breach of any of the provisions of this
                Agreement which breach is incapable of cure; or

        7.1.3   by giving the other party hereto at least 180 days written
                notice prior to the expiration of the initial term or any
                renewal term of its intent to terminate this Agreement at the
                end of such term.

7.2     RCI'S RIGHT OF TERMINATION.  Without prejudice to any other rights of
termination RCI may have under this Agreement, RCI may terminate its
participation in this Agreement with respect to any or all of the Resorts
listed in Recital B:

        7.2.1   immediately upon written notice to the Association in the event
                the Association: (a) becomes insolvent as defined in the Uniform
                Commercial Code or makes an assignment for the benefit of its
                creditors; (b) initiates a proceeding, whether voluntarily or
                involuntarily, under any chapter or part of the Federal
                Bankruptcy Code; (c) is a party to a proceeding for the
                reorganization or for the adjustment of any of its debts under
                any act or law, for the relief of debtors now or hereafter
                existing; (d) has a receiver or trustee appointed for it or for
                a substantial part of any of its assets; or (e) is a party to
                any proceeding seeking its dissolution or its full or partial
                liquidation;

        7.2.2   immediately upon written notice to the Association if any
                Reseller commits any act or omission which would constitute a
                breach of this agreement if committed by Association which, if
                capable of remedy, has not been remedied within thirty (30) days
                notice from RCI;

        7.2.3   immediately upon written notice to the Association if the
                Association transfers a controlling interest in the Resort
                without RCI's prior written consent;

        7.2.4   immediately upon written notice to the Association if the
                Association attempts to assign or sublicense all or any portion
                of its rights and duties under this Agreement without RCI's
                prior written approval;

        7.2.5   immediately upon written notice to the Association if the
                Association is in fundamental or material breach of a term of
                this Agreement or engages in fraudulent, deceptive or dishonest
                conduct in connection with this Agreement (whether or not
                capable of remedy);

        7.2.6   upon written notice to Association of not less than six (6)
                months in the event the Association enters into any agreement or
                arrangement other than with RCI that provides for internal or
                external exchange services to owners of Timeshare Interests in
                the Resort.  In any event, Association agrees to provide RCI
                with ninety (90) days written notice prior to entering into such
                agreement or arrangement;

        7.2.7   immediately upon written notice to Association if any
                representation or warranty contained herein is not true at the
                time it is made or considered reaffirmed;

        7.2.8   immediately upon written notice Association if any
                representation or warranty contained herein ceases to be true
                during the term of this Agreement and any renewals thereto; and

        7.2.9   as provided for elsewhere in this Agreement.

7.3     ASSOCIATION'S ACKNOWLEDGEMENTS.

        7.3.1   RCI's exercise of its right to terminate pursuant to this
                Agreement shall in no way limit or impair its right to seek
                other legal or equitable remedies in connection with a breach by
                Association.

        7.3.2   Termination of this Agreement for whatever reason shall not in
                any way affect the right of RCI to receive fees that have
                accrued and remain unpaid.

7.4     OBLIGATIONS UPON TERMINATION.  Upon termination of this Agreement:

        7.4.1   RCI and Association shall honor all Confirmed Exchanges and
                exchange privileges of Exchange Guests that are confirmed or
                accrued prior to termination;

        7.4.2   RCI and Association shall honor all Confirmed Exchanges and
                exchange privileges of RCI Members who are owners of Timeshare
                Interests in the Resort that are confirmed or accrued prior to
                termination of this Agreement;

        7.4.3   RCI at its sole discretion, may allow RCI Members who are owners
                of Timeshare Interests in the Resort to participate in the RCI
                Exchange Program following termination of this Agreement
                provided that the Resort maintains high qualitative and
                managerial standards.  Association agrees to honor all present
                and future Confirmed Exchanges or exchange privileges of
                Purchasers, owners of Timeshare Interests in the Resort and
                Exchange Guests;

        7.4.4   Association shall immediately discontinue promoting, selling,
                marketing or offering the RCI Exchange Program in any form to
                Purchasers, Prospective Purchasers or owners of Timeshare
                Interests in the Resort;

        7.4.5   Association shall immediately cease using and thereafter abstain
                from using all RCI videos and other materials bearing any of the
                RCI Marks, and return the same to RCI within fifteen (15) days
                after termination of this Agreement;


                                       7
<PAGE>   8
        7.4.6   Association shall immediately cease using and thereafter abstain
                from using the Marks and any name or mark similar thereto; and

        7.4.7   Association shall immediately ensure that the agreement with any
                RCI approved Reseller is correspondingly immediately terminated
                with respect to any activities related to RCI and/or use of the
                Marks, as detailed in Article 4 herein.

7.5     SUSPENSION.  Upon breach by Association, RCI may, without prejudice to
its right to terminate this Agreement, suspend operation of the RCI Exchange
Program at the Resort or impose such conditions or limitations thereon as RCI
deems necessary or appropriate from time to time.

7.6     EQUITABLE RELIEF.  Association acknowledges that damages cannot
adequately compensate RCI for a breach of any of the provisions of this
Agreement, and, therefore, the parties agree that RCI shall be entitled to a
remedy of specific performance of injunctive relief, as appropriate, in the
event of a breach or threatened breach of any such provisions by Association,
in addition to any other appropriate legal or equitable remedies.

7.7     WAIVER.  Upon the termination of this Agreement, Association hereby
expressly waives any claim for a refund of any applicable fees remitted during
the term of this Agreement.

7.8     LIMITATIONS.  Failure to cease using any one or more of the Marks by
Association or its Resellers following termination of this Agreement shall
entitle RCI to liquidated damages from the Association in the amount of One
Thousand Dollars (US$1,000) per day, which Association agrees is reasonable.
This liquidated damages remedy shall be in addition to any other remedies,
legal or equitable available to RCI.

                              ARTICLE 8 -- GENERAL

8.1     TERM.  This Agreement shall become effective on the date it is executed
by RCI in Indianapolis, Indiana, U.S.A. and shall be for an initial term of
five (5) years.  Thereafter, this Agreement will automatically renew for
additional five (5) year terms, until such time as notice of intent to
terminate is given by either party pursuant to Section 7.1; provided, however,
that Association is in compliance with this Agreement at the expiration of the
initial term and subsequent renewal terms.

8.2     NOTICES.  All notices and other communications made pursuant to this
Agreement shall be in writing and shall be deemed to have been given if mailed
by registered or certified mail, return receipt requested, or transmitted by
facsimile with printed confirmation of receipt together with mailing of an
original, to the appropriate party(ies) at the following address (or such other
address as shall be specified by notice given pursuant to this Section 8.2):

(a)     if to Association:

        4310 Paradise Road
        Las Vegas, Nevada 89109

(b)     if to RCI:

        RESORT CONDOMINIUMS INTERNATIONAL, INC.
        One RCI Plaza
        3502 Woodview Trace
        P.O. Box 80229
        Indianapolis, Indiana 46280-0229
        U.S.A.
        Attention: Legal Services

8.3     LEGAL AND BINDING OBLIGATION.  Association and the individual executing
this Agreement on behalf of Association, respectively, represent and warrant to
RCI that this Agreement has been duly and validly executed and delivered by
Association and constitutes a legal, valid, binding and enforceable agreement
of Association.

8.4     OBLIGATIONS BINDING ON REAL ESTATE.  Association agrees that their
obligations under this Agreement shall run with real estate comprising the
Resort and shall be binding upon any transferee of (or successor to) an
interest in the Resort which operates such interest for commercial purposes.


                                       8
<PAGE>   9
8.5     INDEMNIFICATION.  Association agrees to indemnify and hold RCI harmless
from and against any and all claims, demands, obligations, deficiencies,
judgments, damages, suits, losses, penalties, expenses, costs (including
reasonable attorneys' fees) and liabilities of any kind, type or nature
whatsoever directly or indirectly resulting from, arising out of or in
connection with:

        8.5.1   any inaccuracy in a representation or warranty or any breach of
                any of its obligations in this Agreement;

        8.5.2   a failure to observe policies and procedures established by RCI;

        8.5.3   the wrongful denial of access to a Unit to any Exchange Guest;

        8.5.4   any death or personal injury or damage to or loss of property
                sustained by Exchange Guests while at the Resort;

        8.5.5   any acts or omissions by any of its respective directors,
                officers, partners, employees, representatives, agents, brokers,
                salesmen, independent contractors, or associates which would
                constitute a breach of this Agreement if committed by
                Association;

        8.5.6   any acts or omissions of Reseller or Reseller's directors,
                officers, partners, employees, representatives, agents, salesmen
                or associates which would constitute a breach of this Agreement
                if committed by Association; and

        8.5.7   alleged or actual infringement of any trademark, copyright,
                trade secret, patent, publicity rights, privacy rights, moral
                rights or false advertising or unfair competition (but excluding
                any such actions on RCI Marks).


8.6     SEVERABILITY.  If any provision of this Agreement is declared by any
judicial or other competent authority to be void, voidable, illegal or
otherwise unenforceable or indications of the same are received by either of
the parties from any relevant competent authority, the parties shall amend the
provision in such reasonable manner as achieves the intention of the parties
without illegality or, at the discretion of RCI, such provision may be severed
from this Agreement and the remaining provisions of this Agreement shall remain
in full force and effect; provided, however, that if, in RCI's judgment, the
effect of such declaration is to defeat the original intention of the parties,
RCI shall be entitled to terminate this Agreement by thirty (30) days' notice
to the Association.

8.7     GENERAL.  The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.  The Recitals are hereby incorporated in this
Agreement.  All references in this Agreement to particular Recitals and
Sections are references to Recitals and Sections of this Agreement.  If there
is any difference or conflict between the English text of this Agreement and
any translation, the English text shall prevail.  Failure of any party to
insist on strict compliance with the provisions of this Agreement shall not
constitute waiver of that party's right to demand later compliance with the
same or other provisions of this Agreement.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.  This Agreement and
Association's Application for Affiliation and all attachments thereto
constitute the entire understanding and agreement between the parties
concerning the subject matter of this Agreement.  This Agreement may be
modified only by a writing executed by the parties with the same formality with
which this Agreement has been executed.  All understandings between the parties
are merged into this Agreement, and there are no representations, warranties,
covenants, obligations, understandings or agreements, oral or otherwise, in
relation thereto between the parties other than those incorporated herein.
This Agreement is for the exclusive benefit of Association and RCI; nothing
herein shall be construed to create a third-party beneficiary of any Purchaser,
RCI Member or other individual or entity.  Association acknowledges that this
Agreement has been executed, made and entered into in Indianapolis, Indiana,
U.S.A., and consents to the personal jurisdiction of the courts of the State of
Indiana.  This Agreement shall in all respects be interpreted and construed in
accordance with and governed by the laws of the State of Indiana, U.S.A., and
any action at law or in equity under this Agreement shall be submitted
exclusively to the jurisdiction of the courts of Marion County, Indiana,
U.S.A., unless RCI determines it its sole discretion that, because of the
injunctive or other equitable relief sought by it, the action should be brought
in a jurisdiction in which Association or the Resort are located.  This
Agreement and all of its provisions shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.


                                       9
<PAGE>   10
("Association")


By: /s/ FREDERICK H. CONTE
   ----------------------------------
   Frederick H. Conte, President


AGREED TO AND ACCEPTED THIS 12th DAY OF APRIL, 1997

RESORT CONDOMINIUMS INTERNATIONAL, INC.


By: /s/ JOHN B. REINHARDT
   ----------------------------------
   John B. Reinhardt, Vice President



                                       10
<PAGE>   11
                  ADDENDUM TO RCI OWNERS ASSOCIATION AGREEMENT

        This Addendum to the RCI Owners Association Agreement ("Addendum") is
made and entered into on 12th day of April 1997, by and between ("Association")
and RESORT CONDOMINIUMS INTERNATIONAL, INC. ("RCI")

        WHEREAS, RCI and Association desire to amend certain provisions
contained in the RCI Owners Association Agreement ("Agreement") executed
contemporaneously herewith.

        NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1.      The Agreement is hereby specifically incorporated as part hereof.  In
        all respects other than as specifically herein modified, the terms and
        conditions of the Agreement shall continue in full force and effect.

2.      To the extent any conflict of terms and conditions exist between this
        Addendum and the Agreement, then the terms and conditions of this
        Addendum shall supersede and control.

3.      Capitalized terms as used herein, unless otherwise defined, have the
        same definition as used in the Agreement.

4.      Preferred Equities Corporation ("PEC") will comply to Article 4.1.4 with
        the exception of PEC's internal resorts.  PEC reserves the present and
        future right to use our own resorts, even though RCI affiliated, in any
        material to be used in a sales presentation or any other manner without
        obtaining the prior written consent of RCI.

        IN WITNESS WHEREOF, the parties have executed this Addendum to RCI
Owners Association Agreement as of the day and year first above written.

                                                ("Association")


By:             [SIG]
   ----------------------------------------
   Frederick H. Conte, President


RESORT CONDOMINIUMS INTERNATIONAL, INC. ("RCI")


By:             [SIG]
   ----------------------------------------
   John B. Reinhardt, Senior Vice President
<PAGE>   12
The following schedule relates to Exhibit 10.116 and sets forth the names of all
Homeowners Associations that have the identical contract agreements as this
exhibit (10.116) in all respects except for the name for the association.  The
other associations which have the same Resort Condominiums International, Inc.
agreements are as follows:

        Aloha Bay Condominium Homeowner's Association
        Brigantine Inn Condominium Association, Inc.
        Brigantine Villas Condominium Association, Inc.
        The Grand Flamingo Fountains Owners Association
        The Grand Flamingo Plaza Owners Association
        The Grand Flamingo Suites Owners Association
        The Grand Flamingo Terraces Owners Association
        Grand Flamingo Terraces IV Owners Association
        The Grand Flamingo Towers Owners Association
        The Grand Flamingo Villas Owners Association
        The Grand Flamingo Winnick Owners Association
        Hilltop Resort Owners Association, Inc.
        Pine Grove Condominium Owners Association
        Reno Spa Resort Owners Association
        RVS - Orlando Condominium Association, Inc.
        Association of Owners of White Sands Waikiki Resort Club